X-menRWBY: The Remnant Exodus
by Frybro
Summary: A crossover series between Marvel's X-men and Roster Teeth's RWBY done in the format of a script/screen play. Due to the Marvel Earth 616 event known as "The Age of Ultron" the X-men and Brotherhood of Mutants of an alternate Marvel Universe are left stranded in an alterante version of Remnant. (Cover image & more chapters will be added later)
1. Ripples

**Issue #1: Ripples**

(We open on the asteroid belt in an alternate version of the Marvel Universe. The Watcher stands amongst it all, staring into the vast nothingness of space.)

Oattu the Watcher: Greetings. I am Oattu The Watcher. I am part of a interstellar species that is tasked with viewing world changing events all across the cosmos, no matter how horrific or grotesque it may be. The tale I share with you today begins at the conclusion of another. In the Earth 616 event most of you know as "The Age of Ultron," the beings known as James Logan Howlett and Susan Storm Richards, also known as Wolverine and Invisible Woman traveled back in time to attempt to stop the creation of the artificial intelligence Ultron by the scientist Henry Pym, also known as Ant Man, Giant Man, and multiple other aliases. Wolverine killed Henry Pym, much to the dismay of Invisible Woman, which created a domino effect that essentially destroyed the world as they knew it. They traveled back in time again and corrected this by stopping Wolverine from killing Henry Pym, and instead, had Henry create a fail safe that would shut down Ultron before he could effectively eliminate the human race. This constant meddling in the time stream caused a phenomenon that has been dubbed as a "time boom" by many scientists. The energy given off by the constant breaking of the time barrier has caused an upset in many universes and their respective time lines. The occurrence we shall look at today is the result of this event meddling in two universes in particular. One is a variant on what you all know as the Marvel universe and the other is a variant of a universe which is the home of a planet much like Earth: Remnant.

Title card: **X-men/RWBY: The Remnant Exodus Part 1**

**Roll call: **

X-men

-Cyclops (leader of the X-men. A.K.A. Scott Summers)

-Phoenix (A.K.A. Jean Grey)

-Wolverine (A.K.A. James Logan Howlett)

-Storm (A.K.A Ororo Munroe)

-Nightcrawler (A.K.A. Kurt Wagner)

-Colossus (A.K.A. Piotr (Peter) Nikolayevich Rasputin)

-Shadow Cat (A.K.A. Katherine (Kitty) Pryde

-Beast (A.K.A Hank McCoy)

-Lockheed (Kitty's pet dragon)

Brotherhood of Mutants

-Magneto (leader of the Brotherhood of Mutants)

-Mystique

-Sabretooth

-Pyro

-Avalanche

-Juggernaut

-Toad

-Destiny

Team RWBY

-Ruby Rose (team leader)

-Weiss Schnee

-Blake Belladonna

-Yang Xiao Long

-Zwei (Ruby Yang's pet Corgi)

(End of Roll Call page. Return to story.)

Oattu the Watcher: To transition from our prologue, we turn to a scuffle between the X-men and The Brotherhood of Mutants. For those who do not know, the X-men is a group of naturally born superhumans known as mutants that was founded by Professor Charles Xavier. Their purpose is to show the world that humans and mutants can coexist. The Brotherhood of Mutants on the other hand are the antithesis of the X-men. They believe that since the Mutants are evolutionarily superior, that they should rule the world and enslave humans and eventually wipe them out entirely. Fights between them are common. They usually are the result of the X-men trying to defend the human race from whatever scheme the Brotherhood has formulated. Today, the target of the Brotherhood is one Robert Brigham. A politician that believes that all superhumans need to have their powers restrained fully as to protect individuals that do not have the same gift.

(A red beam from Cyclops streaks by and is blocked by a levitating piece of road being controlled by Magneto.)

Cyclops: Magneto! Can't you see that this is only proving Brigham's point?

Magneto: It matters not Cyclops. If the humans are willing to put someone in power who wishes to regulate us just for being born the way we are, what will stop them from ordering the Sentinels or their armed forces to slaughter us like cattle.

(A bolt of lightning comes down, but is quickly blocked by another piece of rubble being controlled by Magneto.)

Storm: You must have faith in the human race Magneto. Not all wish for us to be controlled or murdered.

Magneto: Much like Xavier and Cyclops, you Storm, are too naïve to see that the humans do not have any compassion for us.

(Suddenly, Toad jumps onto Storm's back and causes her to lose some control in the air.)

Toad: Oi! What's cook'n good look'n? (His tongue flicks out and licks Storm.)

Storm: TOAD! If this is your idea of flirting, then I am not impressed.

Toad: Aww, what's wrong? Do you not dig the dreads or are ya just not into amphibians?

(Magneto throws a piece of rubble at Cyclops while he was distracted by Toad's sudden attack on Storm. He was, luckily, able to dodge.)

Cyclops: Gah! Jean, are you having any luck getting past Magneto's telekinetic defense?

Phoenix: No Scott, though my telekinetic powers are powerful, they can't get past the defences in Magneto's helmet. I'll have a better chance of doing psychic shut off on him if we get his helmet off.

Cyclops: I might be able to get it off, but it's like Magneto will let his guard down anytime soon.

(Cut to Robert Brigham trying to avoid the madness.)

Robert Brigham: Dammit! I just wanted a bagel and a cup of joe! Why can't you take five steps in this damn city without running into an Avenger or Spider-man or some other superpowered delinquent?

Cop: Brigham! This way!

Robert Brigham: Thank God! (He runs over to the cop and they begin to run into an alleyway.) I don't know how you all can stand all these vigilantes! And...and… who's that person in the mask.

Cop: Thanks for the tip Destiny. (She morphs into Mystique)

Mystique: Now we can end this insanity. (She puts a gun up to his chin.)

Destiny: Anything for you Mystique. The spilling of this fascist's blood will make a thousand mutants cheer and, perhaps, light the fire that will start a revolution.

Mystique: Any last words, you bastard?

Robert Brigham: Heh heh. What if I said that I would reconsider the whole superhuman restriction bill for you two ladies?

Nightcrawler: No need to do so Senator Brigham! (He teleports in with a "BAMF" and kicks Mystique in the face, making her let go of Brigham.)

Destiny: NIGHTCRAWLER!!!

Nightcrawler: Oh Destiny! Funny thing about those revolutions: they don't always make everything better. Just ask Colossus about what happened to Russia. (He grabs Brigham and teleports away with another "BAMF")

(Cut to Colossus and Juggernaut clashing in the streets.)

Juggernaut: WHAT MAKES YOU THINK YOU CAN TAKE THE JUGGERNAUT METAL MAN?

Colossus: The fact that I will never let evil like you conquer the innocents of this world!

Juggernaut: Oh Ho Ho! I'MMA ENJOY POUNDIN' YOU INTO FRIGGIN' TIN CANS! (Suddenly, Beast jumps onto Juggernaut's back) Wha?

Beast: Oh Juggernaut, It's like we would let you do that to one of our allies. (He pulls off Juggernaut's helmet and jumps off of his back.)

Juggernaut: HEY! MY HELMET!

Colossus: Thank you Comrade McCoy! (He headbutts Juggernaut and then punches him, sending him flying into a building.)

(Nightcrawler teleports next to Colossus with a "BAMF".)

Nightcrawler: Freund Colossus, I teleported Brigham away from all this madness. How is your situation with Juggernaut? (Juggernaut breaks out of the pile of rubble and slams the ground angrily.)

Juggernaut: YOU PIECE OF CRAP!!! I'MMA BEAT YOU INTO ALUMINUM FOIL AND THEN SKIN THAT BLUE FUZZ BALL!!!

Colossus: He just won't stand down.

Nightcrawler: Oof, where's Logan. (Suddenly, Wolverine and Sabretooth burst out of a window. They are both in blind flurry of rage.) (to Wolverine) Freund Wolverine! Do you need aid?

(Wolverine and Sabretooth wrestle into a stalemate)

Wolverine: Don't get between us elf! Go help Beast out with Avalanche!

Sabretooth: Aw Logan. I thought you were into all that power of friendship bullshit. Are you embarrassed about getting help from your buddies?

Wolverine: I'm not embarrassed about them Sabretooth, I'm just trying to concentrate on getting my claws acquainted with your fraggin' brain!

Sabretooth: Ha! Not before I rip your throat out buddy ol' pal! (Wolverine breaks the stalemate and slashes Sabretooth across the chest. The wound quickly heals due to Sabretooth's healing factor and he roars as he pounces on Wolverine to continue the fight.)

(Cut to Beast not being able to get any footing due to Avalanche constantly collapsing the ground around him.)

Avalanche: No wonder you had to bounce and help Colossus. You can't do nothing against me. (Nightcrawler suddenly "BAMFs" behind him.) What the?

Nightcrawler: Why don't you fight on even ground Avalanche? (Avalanche tries to punch Nightcrawler, but Nightcrawler ducks out of the way.) It's almost like you aren't that good of a fighter yourself, ja? (He kicks Avalanche in the gut, causing him to stumble back.)

Avalanche: Why you- Let's see if you can spout out any more smart ass comments when I- (Beast suddenly gets Avalanche in a choke hold and brings him down.)

Beast: Thank you for the help Kurt.

Nightcrawler: You truly live up to your codename Beast, when you actually have something to stand on.

Beast: Your sense of humor is impeccable. Go aid Storm! She seems to have been caught off guard by Toad.

Nightcrawler: Right away freund! (He "BAMFs" away.)

(Cut to Storm being strangled midair by Toad's tongue.)

Toad: C'mon lass, one kiss an' a surrender an' I'll stop. (Nightcrawler suddenly "BAMFs" on top of Toad and starts pulling on his dreadlocks. Toad's tongue instantly recedes into his mouth.) YEEEEEEOWWW! MAH DREADS!

Nightcrawler: Now Toad, what have we told you about keeping your tongue to yourself?

(Storm begins to elbow Toad in the face. She keeps on doing this until Toad lets go of her and Night Crawler is able to teleport both himself and Toad off of her.)

(Nightcrawler and Toad teleport onto the roof of a nearby building where Nightcrawler quickly subdues Toad with a quick punch to the face.)

Storm: Thank you for the aid Kurt.

Nightcrawler: Sie willkommen freund Storm. I'll go and help Scott and Jean with Magneto. Kitty and Lockheed need help against Pyro. I'm sure a sudden rainstorm would come in handy.

Storm: I be over there right away. (She flies off and Nightcrawler "BAMFs" away to help against Magneto.)

(Cut to Pyro filling a whole block with flames. Lockheed is flying above, calling out to Kitty Pryde. Kitty is amongst the fire, because of her mutant power it's able to go through her with no harm.)

Kitty Pryde: JUST STAY UP THERE LOCKHEED! I'LL BE FINE!

Pyro: Not for long lass. You can't keep that matter phasing schlock up forever. You're gonna get tired sooner or later and when you do, I'll burn ya to a crisp! (The block suddenly gets cloudy.)

Storm: Not if I have anything to say about it Pyro. (It begins to rain. The flames slowly suffocate.)

Pyro: Aw shite. (Kitty Pryde is finally able to run up and punch him in the stomach and then finish him off with a kick to the face.)

Storm: Are you alright Kitten?

Kitty Pryde: I'm a little dizzy from having to phase for that long, but otherwise, I'm good (Lockheed flies in and lands on Kitty's shoulder. He begins to nuzzle her.) How's everyone else?

(Colossus suddenly flies into a car and is followed by Juggernaut, who begins to beat down on him.)

Juggernaut (faintly in the background): YOU SUMBITCH! (Colossus is able to beat Juggernaut back and tackle him to continue the fight.)

Kitty Pryde: I think Peter might need some help.

Storm: Agreed.

Oattu the Watcher: As you can see, this battle was set to have raged on for much longer, but then the effects of the time boom finally reached this world.

(Suddenly, Plasma and electricity fill the air. It goes for and seems to grab all the members of the X-men and Brotherhood. Their screams are heard throughout until one final "BANG." They all disappeared. The only person who was left was a single man who seems to have been watching the entire fight.)

Stan Lee: Well that ending sucked. Is there a way I can get my money back?

Side bar: Rest In Peace Stan.

Oattu the Watcher: Both the X-men and the Brotherhood of Mutants were disassembled on a molecular level, transported to an entirely different universe and then, in an instant, reassembled. Their bodies lie unconscious, limp in a lifeless city. The only lifeforms here are those of a supernatural and sinister nature. The people of this world call these demons the Creatures of Grimm. Their sole purpose is to kill any and all humans they encounter, not for sustenance, only to experience the twisted pleasure of murder that only they and other monsters know. Luckily for the mutants, the Grimm hunt solely based on the emotions of fear, pain, and anger. The demons pay no attention to their still bodies. The two groups remain this way for hours until-

Magneto: Ugh…(He slowly gets up and looks around. The other members of the Brotherhood also get up.)

Juggernaut: Holy shit! Did that fight o' ours wreck New York?

Sabretooth: (He sniffs.) Place doesn't smell right. Doesn't smell like New York.

Juggernaut: No shit it doesn't smell like New York, because we wrecked the whole place!

Sabretooth: NO DOME HEAD! If this was New York, I'd still be able to pick up the trace filaments of it. We're in a completely different city. (He sniffs again) Hell, maybe a different world.

Mystique: Wherever we are, it can't be anywhere good.

Sabretooth: Feels like we're bein' watched.

Pyro: That's because we are, look up on that building over there. (They look up and see a Beowolf Grimm perched on the roof of the nearby building. It's blood red eyes are fixated on the mutants.)

Juggernaut: Izzat a werewolf?

Magneto: I'd prefer not to find out. Come, we must move.

Sabretooth: Magneto. What should we do with the X-men?

Toad: Yeah, they're just lay'n here.

Juggernaut: I'm tempted to stomp on these bastards, never have to deal with 'em again!

Magneto: Do not touch them! They may be useful later. Am I correct Destiny?

Destiny: It's hard to say. Being thrown into this new world has reduced my future gaze to only a blank static. I don't think I'll be able to use it in an accurate manner any time soon.

Avalanche: Might wanna make up yer mind Magneto. I'm see'n more of them monsters' eyes poppin' up.

Magneto: Leave them. If they succumb to the wrath of these beasts, then so be it. We need to focus on finding some sort of shelter.

Sabretooth: Like Hell I'm going to let a friggin' animal kill Wolvie before me!

Magneto: Sabretooth!

Sabretooth: Fine. I won't touch him.

(They leave. Shortly after, Wolverine begins to wake. The Grimm begin to swarm the unconscious X-men)

Wolverine: Ugh...what the hell? (Beowolves creep up on the group, their otherworldly snarl rattles throughout. Wolverine gets up, his claws pop out of his knuckles with a "SNIKT".)

Wolverine (inner thoughts): The others are still out, the Brotherhood are nowhere to be seen. Bastards, probably left us behind so these things can take care of us for them. Well, Mags is gonna be real disappointed when I show up ready to carve him and the rest of the Brotherhood.

(A Beowolf attempts to pounce on Wolverine. Wolverine slashes it, it's cry of pain rings out across the dead city. It's body hits the ground and remains motionless, it begins to disintegrate into black dust. It's blood stains Wolverine's claws. The other Beowolves stay put, they seem to be formulating a new plan of attack. Their growls were like that of normal timber wolf, but deeper with a hideous aura around it as if it crawled out of the bowels of Hell.)

Wolverine: Who else wants some? (The Beowolves lunge forward, prepared to rip Wolverine and the rest of the X-men to shreds. Wolverine lets out a battle cry which is then followed by the sound of his claws cleaving through flesh. More Beowolves and other types of Grimm begin to surround Wolverine.)

Oattu the Watcher: The situation seems "Grimm" for Wolverine and the X-men, but fortunately they and the Brotherhood are not the only sentient beings in this decrepit maze. We turn our gaze to one Bartholomew Oobleck and the student team of trained warriors known as team RWBY. They are taking part in a mission to study this failed city, to see what made it fall to the creatures of Grimm, and how the Grimm who call this city home have changed. That is at least the goal of Oobleck. His students: half sisters Ruby Rose and Yang Xiao Long, Weiss Schnee, and Blake Belladonna have embarked on this mission in hopes of bringing a terrorist organization known as the White Fang to justice. Their path will soon cross with the mutants and all set events for this universe will be forever shaken.

Oobleck: Strange, there seems to be shortage of Grimm in this area.

Yang: Good, we finally caught a break.

Blake: Unless those things are trying to ambush us. Grimm apexes are usually able to coordinate attacks like that.

Oobleck: Very good Ms. Belladonna. I see you have studying.

Yang: Good to know that you read more than ninja smut.

Blake: YANG!

Weiss: Mr. Oobleck, what's the possibility that the Grimm are being drawn to something else? Like that large "bang" we heard earlier.

Oobleck: That is a possibility Ms. Schnee. Grimm do have a tendency to go towards anything that sounds loud. Knowing how it relates to us humans, negative emotions tend to follow such upsets. It would be the equivalent to a dinner bell to the Grimm.

(Ruby's backpack begins to rumble and a it begins to bark.)

Ruby: Huh? (Zwei suddenly pops out and begins to continue barking.) Zwei, you need to quiet down! You'll attract Grimm! (Zwei suddenly jumps out and and runs towards an alleyway.) Zwei no! Get back here! (Zwei stops at the entrance of the alleyway and begins to bark more.)

Yang: Something wrong with Zwei sis?

Ruby: Oh, he keeps on barking at this alley! I don't know why but- (she hears the faint battle cry of Wolverine in the distance.) OHMIGOSH! I think he was trying to tell me that there is another person here!

Oobleck: Hmm. Perhaps that "bang" is more of an anomaly than what I first thought.

Yang: WELL C'MON FOLKS, IT'S TIME FOR MORE GRIMMBASHIN'!!!

(Cut back to Wolverine. Grimm keep flooding into the area where he is. He keeps slashing at them, Grimm blood and limbs fly everywhere. The Grimm fumble over their fallen and disintegrating brethren just to get a chance to kill Wolverine. One is able to jump on Wolverine's back and bite him on the shoulder. Wolverine grunts in pain and throws the Grimm on his back into the rest. They are knocked over, but quickly writh and whip their bodies until they get back on their feet and continue their onslaught. Wolverine slashes one, cuts another, and then stabs one through the bottom of the jaw and up through the head. As he unsheathed his claws from the skull of the Grimm he just killed more began to shamble towards him like mindless zombies. Wolverine screams like a madman and jumps towards them claws first.)

(Cut to Oobleck and team RWBY running in, Zwei still barking while running along. Ruby scoops up the dog and puts him back in her pack.)

Blake: There they are! (She motions to the unconscious bodies of the X-men)

Ruby: Weiss, Blake go tend to them! Yang and I will- (she abruptly pauses when she sees the macabre being caused by Wolverine. The mutant was currently on the chest of a Beowolf. He was stabbing it repeatedly with an unbridled fury. He finally pulls both pairs of claws out of the dead demon and lets out one last battle cry. His claws retract back into his knuckles. He gets up slowly as the corpse of the Beowolf begins to fade away as black dust in the wind.)

(He breathes heavily, winded from the fight. His wounds slowly heal. He slides his cowl off, pulls out a cigar and a lighter and begins to light it up while slowly turning around to check on the unconscious bodies of the X-men. He looks up and sees the members of team RWBY and Oobleck in shock, awe, and horror. He goes derp face, figuring that they believed that he was responsible for the unconscious bodies of his friends.)

Wolverine: Okay I know this looks bad, but let me explain…

Oobleck: Sir, are you okay?

Wolverine: I need a beer, a smoke, and my friends over there to wake up so you all don't think I'm a murderer, but otherwise, I'm fine.

Ruby: H-how many Grimm did you kill?

Wolverine: How many of "what" did I kill?

Weiss: Please tell me you're acting dumb.

Wolverine: Look, let me just get my mind together for a second! Me and my friends here have been through a lot. We were fighting a terrorist group when, out of nowhere, we were teleported here, then I had to keep these "Grimm" things from killing them, and- Where on Earth are we anyway?

(Oobleck and team RWBY are confounded by Wolverine's last statement.)

Weiss: You can't be serious?

Oobleck: Earth?

Ruby: I thought Earth was just a made-up place in Manga and Movies.

Wolverine: Oh, God. What the Hell did we get into?

Oobleck: BY THE MAIDENS! Students, either we have found a mentally handicapped person-

Wolverine: Don't push it bub!

Oobleck: -or we just came across a group of extraterrestrials!

(Cut to the Brotherhood. Sabretooth cuts down a pair of Grimm.)

Sabretooth: These things are like roaches! Kill one and ten more pop up n' take it's place.

(Avalanche stomps on the ground, and another group of Grimm fall with the collapsing ground.)

Juggernaut: Heh. I don't mind. (He grabs a Grimm by the head, crushes it's skull, and then throws it at another group of Grimm.) It's a good way t' work off steam. 'Specially since Magneto wouldn't let me finish off the X-MEN!!!

Mystique: What good would that do us? (She shoots and kills some other Grimm) These monsters are causing us more problems than they were, and at least we knew that they weren't going to kill us.

Juggernaut: Wuss. (He spikes a Beowolf into the pavement.)

Magneto: We cannot keep fighting like this. (He manipulates the metal in the ground to create spikes that impale more Grimm.) In hindsight, we should have brought the X-men along. There would be little comradery between us, but the aid would be appreciated.

(Suddenly a person in White Fang garb comes running to the group.)

White Fang member: HELP HELP!

Juggernaut: Iz mah eyes play'n tricks on me or izzat a person wit' a pair o' cat ears comin' outta their head?

White Fang member: Thank the Maidens I found some fellow Faunus!

Toad: The Hell is a Faunus?

Juggernaut: Methinks izza fancy term for animals.

Sabretooth: Screw off kid. We aren't the people yer lookin' for.

Magneto: Wait Sabretooth, perhaps we can offer our hand to this person and these "Faunus." (To the White Fang member). What's wrong?

White Fang member: We were on our usual convoy, making sure there was no one scouting out our base when a flock of Nevermores came and attacked us. My group managed to hole up in one of those buildings, and I was able to sneak out and get help. The Nevermores can't get to them, but smaller Grimm are guaranteed to come and finish the job! Please, we need your help!

Magneto: Take us to them.

(Cut to the building mentioned by the White Fang member. A Nevermore is digging it's beak into a broken window, trying to grab the White Fang members as if they were mere grubs.)

White Fang member 2: This it it! This room is gonna be filled with Beowolves any second now!

White Fang member 3: It's been one helluva ride fellas. (The White Fang Member cocks his/her gun) Let's go out fighting!

(Suddenly, the Nevermore screeches in pain. The terrible noise was accompanied by the bending of metal and crunching of bone. Juggernaut is heard grunting as it is assumed that he broke a Nevermore's jaw. A roar is heard followed by the gurgled last breath of another Nevermore.)

White Fang member 3: What the Hell?

(The body of the Nevermore dissolves. Behind it is Magneto hovering in air, ready to greet the survivors.)

White Fang Member 4: Izzat Superman?

Magneto: Stay still. (The ground beneath the White Fang rumbles as any remnants of metal float up and carries them down to the street below. The White Fang cheer and thank their saviors.)

White Fang Member 1: Thank you! All of you!Come back to our base. I'm sure we can convince the higher ups to let you all join.

Magneto: That will be much appreciated.

(Cut back to Team RWBY and the X-men. Nightcrawler is the first of the still unconscious X-men to wake.)

Wolverine: Well look at that. They're startin' to wake up.

Nightcrawler: L-Logan! Where are we?

Wolverine: Not on Earth.

(Ruby squees and she dashes over in to blur of rose petals and starts darting all around Nightcrawler.)

Ruby: IVEBEENWANTINGTOTALKTOEVERSINCEISAWYOUWHATSYOURNAMEAREYOUSUPERNATURALWHATSYOURSEMBLANCEIMEANPOWERORMUTATIONORWHATEVERYOULIKETOCALLIT…(she breathes in) Where did you get these beautifully crafted rapiers?

Nightcrawler: Um...Uh...Gütentaug?

Wolverine: Hey kid, try not to crowd the poor fella.

Ruby: I'm sorry, I just got so excited. I thought you were cool, and a little scary, and then I thought your friends were cool, then I figured out that you all didn't have semblances and auras, which kind of scared me again because the only things in this world that don't have semblances or auras are the Grimm, but then I realized that you all come from a different world that has different rules, so then I realized how much cooler you guys were for being able to fight so many Grimm without semblances-

(Ruby continues to blabber on in the background)

Nightcrawler (whispering to Wolverine): Is she okay? She's barely breathed the short time we have met!

Wolverine: Here I got this. (To Ruby) Hey kid. (Ruby pauses) I need you to chill out-

Ruby: Okay, sorry.

Wolverine: Don't apologize. Breath. The last thing I need is for you to pass out and have your sister over there think I strangled you or something.

Ruby: Yeah, I get a little carried away when I nerd out.

Wolverine: More than a little.

Colossus: Good God Tarvisch! I've never heard anyone talk like that besides Wade Wilson! At least it wasn't vulgar.

Kitty Pryde: I dunno. I've heard Quick Silver rattle off like that before. He never notices when he does, poor guy.

Ruby: Wha? Did I seriously talk like that until they all woke up?

Yang: Yep.

Kitty Pryde: Pretty much.

Cyclops: Yeah.

Colossus: Yes.

Storm: Correct.

Nightcrawler: Ja.

Blake (reading a book): I wasn't really paying attention.

Beast: Pardon me, but I was still slightly unconscious.

Weiss: It was actually entertaining in a strange way.

Oobleck: Ms. Rose, we might have discovered your second semblance.

(Note: the last 10 lines were either delivered at the same time or came out in quick succession.)

Jean Grey: So, Logan. Would you mind explaining where we are and who our new allies are.

Oattu the Watcher: After another quick introduction of team RWBY and Oobleck…

Wolverine: So, the matter of where we are. Though this may look like Earth, albeit a version that has been through Hell, and though the people here look like humans-

Oobleck: And we have labeled ourselves as so. We are all humans and/or human subspecies. Just for your information.

Wolverine: Okay, are you done?

Oobleck: Yes, you may continue.

Wolverine: Okay, the whole point I was getting to until Grass Head interrupted me was that this is not Earth. This world we're on is called Remnant. The people here are kind of like the people back home, 'cept they are all able to access some kind of power through training.

Oobleck: Do not forget about Auras Mr. Howlett. Everyone has both a semblance and an aura, said aura powers the semblance and also provides a shield for it's user.

Wolverine: You get it out of your system?

Yang: You gotta forgive him, he drinks alotta coffee. It can make him quite the Chatty CATHIne. Eh, ya get it? Because coffee has caffeine, eh eh?

Wolverine: I never thought I would say this, but Wade makes better jokes than that.

Yang: Ooo, is there a chance I can get a crash course in comedy from this mystical "Wade Wilson" you all keep talking about?

Colossus: No! Your jokes are bad, but I'd rather them stay wholesome!

Yang: Who said that they were all wholesome?

Wolverine: DAMMIT! (Gesturing to Oobleck and team RWBY) Can you five shut up so I can explain how your friggin' world works to the people I had to protect from literal demons earlier today? Or would you all rather explain it?

Oobleck: No Mr. Howlett, I believe it would be better for your fellow "X-men" to learn about our world through a familiar voice.

Wolverine: Then shut up and let me explain. (He sighs) Our worlds begin to become similar when the Faunus come into play. Faunus are, like us, a subspecies of human. You know that someone is a Faunus by the fact that they have the anatomy of another species juttin' out of 'em in some way.

Blake: That's just the basics. There's a bit more to it.

Wolverine: They only need to know the basics of it for now. I don't really need to get into the whole minushe of it just like how I don't have to get into the whole minushe of mutants besides the fact that, like the Faunus, mutants are discriminated against.

Blake: Honestly, the Faunus are kind of treated equal by most people now, soooo…

Wolverine: Then why did you all tell me that they were oppressed in the first place?

Blake: Well they were in the past, a few people are still racist against them now.

Wolverine: Alright, lemme ask you something: Does the majority of government and ruling power rally against the Faunus?

Blake: There are a few but-

Wolverine: No, I'm not talking about the odd racist jackass, I'm talking about the vast majority.

Blake: No, the majority of politicians are for Faunus equality.

Wolverine: Are there any Faunus in positions of power?

Blake: Yeah.

Wolverine: Are they able to get equal education and work opportunities?

Blake: Most of the time, yes.

Wolverine: Wow, that oppressed group doesn't sound very oppressed to me.

Blake: Well, it' not as bad as it was. There are those who still won't accept Faunus.

Wolverine: Kid, I've been around for a helluva long time and usually, the longer you live, the more you start to see patterns in people. The majority of the jackasses who try to get rid of a certain group of people usually are bit in the ass by the people who are willing to accept the group they're trying to get rid of. Those idiots who don't employ or treat Faunus equally will eventually get their's. (To everyone else) Now, anyone else wanna talk politics? Or am I actually going to be able to explain the rest of this to the people who didn't exist here until a few hours ago?

Beast: I believe you'll be able to continue Logan.

Wolverine: Great. I only gotta get one other thing outta the way. So when I woke up, I just happened to meet the things that the girls here are studying to kill. I also had to save you poindexters from possibly becoming their lunch. They're called the creatures of Grimm. No one knows where they come from, no one knows why they hate humans. But they're here. If I had describe 'em, I would say they're almost like anything that could crawl outta Hell or that Dark Dimension place Dr. Strange always goes on about. They're bad news, and for all they know, there's nothing that can be done about them. (Oobleck raises his hand, but before he could speak) They also hunt mainly by sensing negative emotions. There, you happy lawn for brains?

Oobleck: Besides the same petty insult you keep addressing me with, yes. You did a decent job of summarizing the world that we live in.

Wolverine: Get used to it bub. I don't do formal unless I'm feelin' nice.

Beast: I can vouch for that. If I recall, he didn't stop calling our mentor, Professor Xaivier, "Chuck" until the one year anniversary of the second X-men team. Even then, he rarely addresses him with "Professor."

Wolverine: Him being promoted from Chuck to Charlie was his anniversary gift.

Colossus: At least it was better than what Mojo "gave" us for our team anniversary last year.

Yang: And what was that?

Colossus: Twenty consecutive hours of arena battle for his foolish reality show that he airs for the residents of Mojo World. At least our foes were only modified Sentinels.

Storm: You make it sound like that the fact that they were Sentinels was a good thing.

Kitty Pryde: It especially wasn't fun when they adapted to my phasing and became impossibly dense when I tried to dismantle them.

Nightcrawler: Oh yeah, you were knocked unconscious because of how hard you face-planted into one of them.

Kitty Pryde: Ugh. (She cups her face in her hands in embarrassment.)

Storm: Don't feel embarrassed Kitten. We all have been tripped up by a Sentinel at one time. Just be glad you were lucky enough to live to tell the tale.

Wolverine: Hell, we all almost didn't live. If it wasn't for Deadpool and Cable sabotaging the security, Mojo would've had us all fight 'till we died then bring in the Avengers to continue the show.

Cyclops: Yeah I was glad to see him, then he brought up the time we fought the Avengers, were almost brought to extinction by the Inhumans, and then he tried to make sexual advances towards half the staff at Xaivier's.

Jean Grey: Look at it this way Scott: at least you're not Cable (she whispers in his ear) Wade constantly tries to date him. Cable doesn't even know if it's a joke or if it's genuine.

Cyclops: (He cups his face in his hands almost in the same fashion as Kitty) Oh God, why did our son have to end up as some murderous schizophrenic's babysitter?

Weiss: (unimpressed) Well, that was unorthodox.

Blake: I have the feeling that, in order to understand all of that, I have to do at least an hour of research.

Ruby: Hey Wolverine, you never really told us much about your world besides who you and your friends were.

Wolverine: Well, I was waiting for Jean to get up to explain that to you all. She could explain it better than I ever could.

Jean Grey: Logan, I-I don't know. In order to telepathically communicate anything to anyone, I need to venture into their mind. I don't exactly feel comfortable with doing that now unless it's with people I'm already close with.

Wolverine: Well, unless you wanna physically lecture them and risk havin' them think we're just a bunch'a weirdos runnin' around in spandex, I'd say you'd better start getting comfortable with our new compadres here.

(Cut to the White Fang base. The Brotherhood is walking in with the White Fang that they saved.)

White Fang member 5: Who the hell-

White Fang member 6: Is that lady blue?

White Fang member 7: DAAAYUM! That guy is huge!

White Fang member 8: HA HA HA! Nice outfits dorks!

Pyro: You don't look too shabby yourself. (He makes a subtle hand gesture, the cigarette that the eighth White Fang member was smoking suddenly ignites into a blaze that takes the shape of a generic beast.)

White Fang member 8: Y-YOW!!! (He drops the cigarette as her and a few other White Fang members stumble back in fear.)

(The group finally stops at a tent. The light inside it pierces the darkness, A shadow of a man inside seems to be frantically working on something.)

White Fang member 1: Mr. Torchwick, I think we found a group of people you might want to meet.

Roman Torchwick: Yeah, hold up! (He mumbles before he finally bursts out of his tent.) Alright, this be better important. (He looks at the Brotherhood in shock and confusion before finally letting out a brief snicker at Magneto.) Nice cape.

Juggernaut: Uhh, Izzit jus' me or am I see'n dat guy from Clock Woik Orange?

**End of Issue #1**


	2. Little Red and the SABRETOOTH

**Issue #2: Little Red and the SABRETOOTH **

**Roll Call page:**

X-men:

-Cyclops (leader of the X-men. A.K.A. Scott Summers)

-Phoenix (A.K.A. Jean Grey)

-Wolverine (A.K.A. James Logan Howlett)

-Storm (A.K.A Ororo Munroe)

-Nightcrawler (A.K.A. Kurt Wagner)

-Colossus (A.K.A. Piotr (Peter) Nikolayevich Rasputin)

-Shadow Cat (A.K.A. Katherine (Kitty) Pryde

-Beast (A.K.A Hank McCoy)

-Lockheed (Kitty's pet dragon)

Brotherhood of Mutants:

-Magneto (leader of the Brotherhood of Mutants)

-Mystique

-Sabretooth

-Pyro

-Avalanche

-Juggernaut

-Toad

-Destiny

Team RWBY

-Ruby Rose (team leader)

-Weiss Schnee

-Blake Belladonna

-Yang Xiao Long

-Zwei (Ruby Yang's pet Corgi)

The White Fang:

-Roman Torchwick

(Now...To the story!)

Oattu the Watcher (Recap Session): Greetings, I am Oattu the Watcher. For those who were absent when we began this tale, I give you a recaption of the events that transpired. Due to a time boom caused by the residents of Universe 616, also known as the main continuity Marvel universe to the beings in your universe, the X-men and Brotherhood of mutants were thrust into another universe. To be more specific, a planet much like Earth, known to it's inhabitants as "Remnant." The Brotherhood left the X-men for dead, later they saved members of a group of outcasts much like themselves from a pack of demonic creatures known as the Grimm. This group is called the White Fang. The Brotherhood's heroism allowed them to seemingly become allies with the group. The X-men were discovered by a group of students from a school designed to teach young men and women to exterminate the creatures of Grimm. The X-men were given an explanation of the world they were now in. It was not long until of of the students asked about the world the X-men were from. It is here where we resume our tale.

(Open on Jean Grey revving up her psy powers.)

Jean Grey: Open your minds Team RWBY, just as you all have educated us on the world you call home, we shall do ours.

Title card: X-men/RWBY: The Remnant Exodus part 2

Oattu the Watcher: Team RWBY is enveloped in a yellow light. Jean Grey first shows them the extended family of the X-men. The man who brought them together in the first place, Charles Xavier and the rest of those who are on the X-men team. She shows them The New Mutants, Excalibur, X-Force. Following that, she shows them those who wish for them to be exterminated or are the antithesis to their cause. The Stryker Program, the Weapon X program, the Fallen Angels, and the Brotherhood of mutants who she informs the students that they may have possibly traveled to this world with them. She then shows them the other heroes of their world. The Avengers, Fantastic Four, Alpha Flight, The Guardians of the Galaxy, and the Champions. She shows them the great races and civilizations of the cosmos. The Kree, the Skrull, Shi'ar, Spartex, Asgardians, The Inhumans, and countless more. She ends with the villains they fight most every day to preserve the freedoms of lives of the people they cherish so dearly. Dreadful beings such as Galactus, Thanos, Annihilus, Kang the Conqueror, Dormammu, Apocalypse, The Shadow King, Loki, Ultron, Dr. Victor von Doom, and the other dread scum that dares venture out of the darkness. The whole of that world is torn away as she shows them what it was like in her last few seconds there. The warriors of Remnant are snapped back into their reality as their image of the Marvel universe is ripped away just as violently as the X-men were when they were inexplicably transported to this world. They are silent, still pondering what they just saw. The fantastic world that these mysterious people supposedly came from. A world of gods living among men. A world where everything is simultaneously weaker and stronger than everything they know. A world where there isn't only one world where they know life exists. They remain silent, contemplating this, until they fall into the peaceful unconsciousness that is sleep.

Oattu the Watcher (voice over): Elsewhere, in that same decrepit city, Magneto and the Brotherhood stand before who they perceive to be the leader of the group known as the White Fang. A man known as Roman Torchwick.

Roman Torchwick: Okay Blockhead, how many times do I have to tell you this? I am not the guy from "ClOcK wOiK oRaNgE!" The name's ROMAN TORCHWICK!

Juggernaut: Y' sure man? We's seen alotta weird stuff since we got here an' I think izz awful plazible that you is a movie character brought to life.

Magneto: Juggernaut! Enough with your pointless back and forth. The man is not the character you believe him to be.

Juggernaut: Y' sure Mags? I just can't shake th' feelin' that he's

Magneto: I SAID ENOUGH! (The base around them shakes. Small metal fragments levitate. The other members of Brotherhood tremble with fear.) Juggernaut. (To Roman) Excuse me for my acolyte and my outburst. I do wish that our introduction was more formal.

Roman Torchwick: Yeah, no hard feelings. Just remind me not to get on your bad side mister…?

Magneto: Magneto.

Roman Torchwick: Magneto? (Mumbling to himself) Ugh, please tell me these damned animals didn't drag in a group of nerds playing DnD.

Magneto (inner thoughts): Insulting his own people? Hm. Perhaps this Roman Torchwick isn't who he says he is. I'll have to investigate.

Roman Torchwick: So Magneto, where did you and your merry band of leotards come from?

Magneto: We come from a world known as Earth. There, people with natural born superhuman abilities are much less common. We, as you can see, are part of that minority. Much like the Faunus here, we are persecuted in our world, but unfortunately, it's much worse.

Roman Torchwick: Uh huh, uh huh. Boo hoo, ballin' my eyes out. Go on with your sob story o' caped one.

(Magneto shoots another glare at Roman Torchwick. And sighs. Suddenly, Mystique pulls a gun out on Roman. Everyone who was standing around them is startled. Some scream in horror, others pull out their weapons.)

Mystique: Listen here you smug bastard! Every bit of what Magneto said was true. You mocking and laughing at him is the same as laughing at every heinous act of hate experienced by every mutant. Pain I'm all too familiar with. The next sly remark you make will be followed by a bullet in your skull.

(Suddenly, a blade materializes close to Mystique's neck. Said blade is being held by Neo who had been camouflaged with the rest of the base due to her semblance.)

Roman Torchwick: Thanks for having my back Neo. And lemme let you in an a little bit of a knee slapper Blue. Even if you did shoot me, my aura would've protected me, but I guess since you all have come from Planet Made-Up-Fantasy-Land, I guess you wouldn't've known that.

Magneto: MYSTIQUE! Stand down. (He sighs as Mystique lowers her gun.) Perhaps you need a more credible information than just word of mouth. (Magneto looks out to the crowd of White Fang members.) Members of the White Fang, though we have caused great disturbance with our coming, I ask you all to allow us to prove our story true. All I need is someone with the ability to read another's mind. Do any of you have that capability?

(There is a silence until…)

Naomi Anagnó̱sti̱: I-I can read minds.

(The young woman walks out of the crowd and up to Magneto.)

Magneto: Your name young lady?

Naomi Anagnó̱sti̱: Naomi. N-Naomi Anagnó̱sti̱.

Magneto: I cannot promise that what you see within my mind will leave you unscathed. (He takes off his helmet.)

Naomi Anagnó̱sti̱: My semblance works through physical contact. Could I, could I do it through your hand instead? (She begins to take off a glove on her hand.) I would rather not violate your whole (she gestures to Magneto face) face...area.

Magneto: Of coarse. (He takes off one of his gloves, revealing a numbered identification tattooed on his arm.)

Naomi Anagnó̱sti̱: That number. What does it mean?

Magneto: You shall learn of the horror behind it once you step into my mind.

Oattu the Watcher: Hesitantly, she reaches out and wraps her fingers around his hand. What she sees takes her breath away. She peeks through all of Magneto's life. She sees his time as a prisoner in the Nazi internment camp Auschwitz. She watches as his daughter burns alive in his time in Poland. She observes the creation of the Sentinels, war machines built specifically to exterminate mutants. She sees mutants experimented on with the purpose of turning them into human tools of destruction. She watches as men of God call for the genocide of them, as a false God (Apocalypse) led them towards suicide. She sees how Magneto's adopted son and daughter disowned and traded him for the symbol of a nation that has so often turned a blind eye to mutant kind's suffering (A.K.A. When they joined the Avengers.) She watches as his old friend, Charles Xavier allies himself and many other young mutants with their oppressors and dedicate said youngsters' lives to fighting against his cause. Tears roll down Naomi's cheeks as all these images dance within her mind. She tries to hold back her sadness, but reveals it through short choked gasps.

Roman Torchwick: So?

Naomi Anagnó̱sti̱: It's true...all of it...ALL OF IT!!! (She collapses and begins to sob uncontrollably.)

Roman Torchwick: Damn. So I guess you were telling the truth. Kinda feel like a douche for thinking otherwise. Hey, quick question, does everyone in your world dress like...well...that?

Magneto: (He puts his helmet and glove back on.) Only those who wish to conceal their true identity.

Roman Torchwick: Hm, well, you might want to watch out, I might steal that cape of yours. (To Neo) Come on Neo, we got some schemein' to do. (To the Brotherhood) You all make yourselves feel comfortable, just know that we're gonna use you for something big later.

(Roman and Neo run off to their tent.)

Magneto: (To White Fang member 1) Pardon me, but is he the leader of your entire syndicate?

White Fang member 1: No, he's only been assigned to command our operations here.

Magneto: Is he even one of you?

White Fang member 1: No, he's a human.

Magneto: Hrm. Interesting.

(Cut over to the rest of the Brotherhood.)

Toad: Well, I think we made one helluva impression.

Avalanche: You think that went over well?

Toad: Oi, I said we made a helluva impression, not a good one.

Sabretooth: Heh, yeah. Way to be the MVP Mystique.

Mystique: You know I don't take kindly to those who mock our hardships. Torchwick wasn't even acknowledging their existence.

Sabretooth: Torchwick didn't even know what a mutant was until a few seconds ago.

Juggernaut: I still thinks that he iz that guy offa Clock Woik Orange.

(Destiny puts her hand on her head in annoyance.)

Destiny (inner thoughts): Imbecile. To think that he is the brother of Charles Xavier.

(Sabertooth begins to wander off.)

Toad: Oi! Where the hell do you think you're goin'.

Sabretooth: Somewhere open. Can't stand bein' in a tight space. Need some fresh air, somethin' to hunt.

(Sabretooth leaves.)

Toad: Feelin' kinda worried 'bout him.

Avalanche: I'd be more worried for anything out there.

(Cut back to the X-men and RWBY. Everyone is sleeping except for Zwei who begins to stir. He begins to bark at Ruby. She eventually wakes up.)

Ruby: (Groggily) Zwei! It's late. What do you want? (Zwei barks at her again and begins to run off.) (Whispered) ZWEI! NO! Ugh! (She grabs her weapon, Crescent Rose and runs off to follow her dog.) Why do you have to do this!

(Cut to Sabretooth ripping a Beowolf in half. Two other Grimm keep their distance as the body of their ally hits the ground and disintegrates. One lunges forward, but is shoved face first into the ground by Sabretooth. The second tries to bite Sabretooth, but Sabretooth grabs it by the throat and throws it off the building that they happened to be fighting on. It's demonic growls become welps as it falls to it's death. The Grimm who's face was shoved into the ground gets up and is able to scratch Sabretooth across the back. It prepares to swipe again only for Sabretooth to catch it's arm and break it. The Beowolf barks in pain as Sabretooth shoots it a sinister smirk. The wounds on his back begin to heal. Just as the Beowolf prepares to attack back, Sabretooth rams his free arm through it's chest. The Grimm goes lifeless and disintegrates as Sabertooth pulls his arm out of it's chest. He snickers maniacally before letting out a triumphant roar. One that could be heard for miles.)

(Cut back to team RWBY and the X-men. Sabretooth's roar can be heard faintly. It's not enough to disturb anyone, except for Wolverine.)

Wolverine (inner thoughts): Hrn. That roar. Doesn't sound like any o' those Grimm things. Sounds an awful like Sabretooth. Would'a guessed that he and the rest o' the Brotherhood would'a gotten as far as possible after ditchin' us. Gotta be holed up around here if I can hear him. (He looks over at where Ruby was sleeping.) Hey, where's that Ruby kid? Shit! Is she out there? (Wolverine gets up and begins to run out.) No time t' tell the others. I'm not gonna let that bastard lay one claw on her, the only witness I need is whatever this universe's version of god is.

(Cut to Ruby following Zwei around. Zwei eventually runs up to the wall of a building, cocking his leg up to pee.)

Ruby: Really Zwei? You could've done that back in that other building we were in! (Zwei begins to whimper as he walks back to Ruby.) Aw. Too modest? (Ruby picks the corgi up and begins to pet on him.) That's okay. That's what makes you mommy Rubles widdle puppy. Now let's start heading back before I have to fight a group of Grimm alone.

(Cut back to Sabretooth. He begins to sniff the air.)

Sabretooth (inner thoughts): Hrm. That smell. Human. Are one of those White Fang guys runnin' around? (He sniffs again.) No, can't be. Their smell has a bit more of an animal tinge in it. This looks t' be a person and a dog. (He sniffs.) Dog just got done pissin' too. (He sniffs one last time.) Oh, and what's this I smell? Bit o' somethin' from New York! Definitely not one of the X-men, but I wonder if this guy's been near one. (Sabretooth begins to leap across the rooftops of the decrepit buildings, towards Ruby.)

(Cut to Ruby walking along with Zwei in hand.)

Ruby (inner thoughts): It's quiet. Too quiet. I'd at least expect to hear something howling. I wonder if it has something to do with that one thing I heard earlier. (She hears Sabretooth land on the building closest to her.)

Ruby: YIPE!!!

Ruby (inner thoughts): What was that? (Zwei begins to bark towards the roof of the building that Sabretooth landed on.)

Ruby: Zwei! Shush! You're going to attract whatever that was and whatever Grimm are out here t--

(Sabretooth jumps down and lands behind her with enough force to shatter the asphalt beneath him. Ruby is petrified with fear, Zwei continues to bark at Sabretooth. She finally builds up the courage to turn and face what she knew only as an unknown stalker. Sabretooth towers over her. On his face was his trademark sinister, toothy grin. Ruby remained silent, almost choked by her fear. Zwei continues to bark.)

Sabretooth: Well well well, what's a pretty lil' thing like you doin' in a place like this?

Ruby: Uh...eh…

Sabretooth: What's th' matter kid? Cat got yer tongue? Or does that dog o' yer's do all the talkin' for ya? (He reaches down underhand and pricks Zwei's chin with his claw. Zwei yelps and buries his face into Ruby's shoulder.)

Ruby: I...I was just about to go back to where I was camped out...uh...my dog just needed to have a quick tinckle, you know.

Ruby (inner thoughts): Crap! This is that Sabretooth guy Jean Grey showed me in the whole telepathic thing she did. He's vicious, and I didn't realize how big he was!

Sabretooth: Back to your camp, eh? You wouldn't happen to be campin' out with some people that, well, aren't from around here. Would you? (He sniffs) 'Specially someone who calls himself, Wolverine?

Ruby: Well…

Ruby (inner thoughts): CRAP CRAP CRAP!!! How does he know! Has he been spying on me all night? He sniffed. Did he smell some of Logan's scent on me? Don't need to cause a scene, this Sabretooth guy is enough to deal with, a pack of Grimm would be unbearable especially with how tired I am. I'm going to have to make a run for it! Here we go!

(Ruby tries to bolt away, but Sabretooth grabs her cape and slams her into the wall of a nearby building. This causes Zwei to fly out of her arms and out of sight. It is of no concern to Sabretooth.)

Sabretooth: WHERE DO YOU THINK YOU'RE GOIN' LIL' MISSY? You're actin' like you just saw a monster. Or like you wanna hide somethin' from me.

(Ruby gets up and quickly extends her weapon, Crescent Rose, into it's scythe mode.)

Ruby: I'd rather save Crescent Rose for Grimm, but I'm not afraid to use it on people!

Sabretooth: You think I'm gonna be scared of ya just because you have a friggin' stabby stick?

Ruby: I-It's also a gun.

Sabretooth: I don't give a shit. And go ahead an' cut your's sweetheart. I know you've been campin' with the X-men and I got a feelin' that you have a good idea of who I am. (Sabretooth flashes his claws.)

Ruby: I know you're a terrorist. One who isn't afraid to kill.

Sabretooth: That's the jist of it. But there's a bit more. (He begins to get closer to Ruby.)

Ruby: Stay back! I know you aren't afraid of Crescent Rose, but I can guarantee that getting cut by her won't be fun!

Sabretooth: Aw. You're just gettin' cuter n' cuter by the minute. You wanna know what's not very cute.

Ruby: You…

Sabretooth: Close. Naw, It's how me n' Wolvie got the metal on our bones. Y'see, we both used to be part of a program called Weapons Plus. It was supposed to make one of th' follow ups to another human weapon. The program knows him as Weapon I, the public knows him as Captain America. The program branched off from just being trying to make anyone into a new Captain America an' instead decided to just try to make weapons outta mutants. That's where me n' Wolvie come in. They started workin' on him, coverin' his bones in adamatium, turin' him into an emotionless killin' machine. Weapon Plus called him Weapon X. The government had so much confidence in 'im that they sent 'im in to fight the Hulk and the Wendigo. The only problem is that ol' Wolvie got soft, broke free o' Weapon Plus' control. 'Guess who was his replacement? Thing about me is that I'm better than ol' Wolvie in every single way. Bigger, stronger, faster…

Ruby (inner thoughts): He's getting too close. I don't wanna use Crescent Rose on him since he doesn't have an aura, but…

Sabretooth:...more savage and most of all…

(Sabretooth gets ready to slash Ruby, but Ruby acts first by slashing with Crescent Rose.)

Ruby: GET BACK!!!

(Sabretooth's blood flies and spatters on the smoke black road. It doesn't stun him. He only smiles as Ruby looks at his healing wound with shock.)

Sabretooth:...I got a damn good healing factor. You ain't gonna do much of anything to me Lil' Red. Now, be smart an' tell me where you've been campin' so I can gut every son of a bitch there an' maybe spare you from it.

Ruby: I'm not going to let you hurt my friends!

Sabretooth: Let's see if you're still sayin' that after I dig my claws in!

(Sabretooth roars and lunges forward. Ruby dodges out of the way with only her cape being slightly torn by Sabretooth. Ruby swings Crescent Rose again only for Sabretooth to turn around, hop backwards out of the way and then leap forward to hit her with a left claw swipe, a right, and a final cross with both directions to send her careening into a long abandoned car. Ruby's aura was able to protect her, but the car she was thrown into was intact enough to have a working alarm. It starts to blare.)

Ruby: Crap.

(Ruby looks around and sees that they have attracted the attention of multiple nearby Grimm. Their scarlet bead eyes pierce the dark and their calls and growls fill the air.)

Sabretooth: Wha? Afraid of a little company sweet heart? They'll just make this whole ordeal more fun, for me at least.

(The Grimm and Sabretooth lunge toward Ruby at the same time. Ruby acts quickly to revert Crescent Rose into it's sniper mode and shoot it at the ground. The kickback is enough to send her into the air. This causes Sabretooth and the Grimm to clash with each other, the first blow of this being Sabretooth clawing off the lower jaw of a Beowolf. Ruby wasn't out of danger though as a Griffin brings her to the ground and pins her down. It prepares to bite down on Ruby's jugular, but Ruby is able to maneuver Crescent Rose to get a clear shot into the Griffins mouth and out the back of it's skull. It disintegrates and Ruby leaps back on her feet. She is greeted by two Beowolves. They lunge forward. Ruby reverts Crescent Rose back into it's scythe form and decapitates one of the Beowolves. The other is able to land a scratch on her. Ruby retaliates by jabbing it twice with the point of Crescent Rose's staff and then hitting it with the blunt end of her scythe's curve and then finishing that combo by shooting that Grimm through the heart.)

Ruby (inner thoughts): Took care of those. I wonder if the other Grimm will leave Sabretooth distracted enough for me to make my escape?

(Suddenly, the limp body of another Beowolf is thrown at Ruby. Ruby is able to use it's momentum and constantly deteriorating weight to throw it over her. She then faces Sabretooth who is lunging towards her with his claws soaked in more Grimm blood.)

Ruby: NOPE!

(Ruby slides down, reverts Crescent Rose into it's gun form and then shoots Sabretooth in the stomach. Sabretooth is thrown aside as some of his blood splatters on Ruby. Ruby is visually disturbed by this. It distracts her long enough for a Ursa to bite her on the shoulder, shake her once, and then throw her aside. The Ursa turns to her and growls, hunched over in the same fashion as a bear. Ruby gets up and holds the shoulder that was bitten. Her aura protected her again, but it is getting thinner. She and the Ursa begin to pace around in a circle, neither breaking their engagement with each other, knowing that either of them could end their fight in a moment. Ruby breaks the pacing my morphing Crescent Rose into it's scythe form and dashing towards the Ursa, letting out a battle cry. The Ursa does much of the same.)

(Cut to Sabretooth slicing through another Beowolf. Multiple other Grimm surround him, ready for an attempt to tear into him. Sabretooth smiles with a sadistic joy at the prospect of this. A Beowolf tries to slash at him, but Sabretooth grabs it's arm and throws it into three other Grimm. A creep Grimm tries to bite him, but Sabretooth stabs it through the roof of it's mouth and slams it on the ground before flinging it aside. A Boarbatusk charges him after this to no avail since Sabretooth grabs it by the tusks and throws it at the Ursa fighting Ruby.)

(The Ursa's spine and ribs break as the Boarbatusk hits it. They both disintegrate. Ruby turns and prepares to face Sabretooth. Before she can do anything, Sabretooth hits her with a shoulder charge followed by an underhanded scratch. Sabretooth lunges and attempts to continue the attack, but Ruby blocks him with Crescent Rose, uses it to shove him off, and then shoots at Sabretooth multiple times only for him to dodge every one of her shots. Sabertooth side steps another shot and lands three consecutive scratches on Ruby. Ruby retaliates by swinging Crescent Rose, slicing Sabretooth across the chest again and staggering him. Ruby continues her attack twirling Crescent vertically, hitting Sabretooth with multiple downward strikes. She ends her combo by thrusting the barrel end of Crescent Rose at Sabretooth before firing another shot at Sabretooth, sending him flying into a wall. Ruby breathes an exhausted sigh before seeing Sabretooth's blood on her hand and on Crescent Rose. She gets bugged out by it, but eventually snaps out of it.)

Ruby: Sabretooth! I don't want to shed anymore human blood. Please, we need to stop this! Especially before we attract more Grimm!

(Sabretooth pushes himself out of the wall he was embedded in. He has a bloodlusted look in his eye and a satanic grin on his face. He is loving every second of this fight and is acting like he doesn't even feel the pain of his cut flesh and bruised skin.)

Sabretooth: YOU THINK I'M ANYWHERE CLOSE TO CALLIN' IT QUITS KID? NAW! I'M JUST GETTING STARTED! BY THE END OF THIS, YOUR GUTS'LL BE STREWN ACROSS THE BLOCK ALL FOR YER FRIENDS TO SEE!!!

Ruby (inner thoughts): He's not going to stop. Not until I'm dead or until I knock him out. But how can I bring down a guy who heals just as quickly as he's hurt? He might not have an aura, but he might be even more formidable than even the most skilled huntsman. Well at least the Grimm seem to have left u--

(Suddenly they hear the screech of a Nevermore and the sound of it's gigantic beating wings above. They are accompanied by the roars of some Manticore Grimm perched upon the buildings around them.)

Ruby: AW COME ON!!!

(Cut to Wolverine tracking Ruby out in the abandoned streets. He kneels down to examine a boot print left in some exposed dirt. He rubs the dirt between his fingers before sniffing it.)

Wolverine (inner thoughts): Yup that's her's. Smell a bit o' that dog too. I was thinkin' that the dog just had t' take a leak, but why go this far out to do it? 'Specially when those Grimm things are around.

(Suddenly, Zwei runs in towards Wolverine, barking frantically.)

Wolverine: Well, speak of the devil…(Wolverine goes up to Zwei who is gesturing back the way he came from.) Where's the kid lil' guy? (Zwei continues to bark, whine, and gesture in towards where he came from.)

Wolverine (inner thoughts): He's panicked. Nothin' good could'a happened. He's pointin' in the way he came. Acts like he wants me to follow him.

Wolverine: Alright Zwei. Show me where the kid is. And let's hope that she's still okay.

(Cut back to Ruby fighting one of the Manticores. She slices it twice with Crescent Rose. The Manticore tries to swat at Ruby, but she backflips away from it, shoots two shots at it midair, and then dashes in to try to finish it. The Manticore tries to sting Ruby with it's tail, but Ruby cuts it's stinger off followed by one of it's wings, front legs and finally the head. She looks up to see Sabretooth with the Nevermore in a headlock preparing to shove it's head into the ground and subsequently impale Ruby. Ruby dodges before the beak could by jammed through her. As Sabretooth smashes the Nevermore's skull into the street, He looks Ruby straight the eye with his same sinister grin. He does his, almost as if to say that she's next.)

Ruby (inner thoughts): H-he just took down a Nevermore single handedly. Those things usually require an entire team to take down, and even then they struggle. Sabretooth killed it in a little over a minute. Doesn't even look like he's broken a sweat. Crap. I'm way in over my head! Way WAAAAAAY over. I...I need my team. I can't do this alone. But they don't even know I'm gone. Still asleep probably. Even if they do notice me missing, they'll probably think I'm on my way back. But I probably won't be. Oh my Gods…I think I'm going to die here. Didn't even get a chance to say goodbye...NO I CAN'T GIVE UP YET!!! I'M NOT GOING TO JUST LAY DOWN AND DIE! If not for me, then for Yang, for dad, for my friends! I'm not going to let this creep kill me and then do the same to my friends. My aura might be low, but I won't let that stop me!!! I WILL DEFEAT HIM!!!

(Ruby's eyes begin to glow silver. Everything stands still. Sabretooth has his eyes still locked on her, his smile still plastered on his face.)

Sabretooth: Now this is interesting. GIMMIE ALL YA GOT RED!!!

(Ruby lets out a battle cry as Sabretooth roars. The two dash towards each other in a silver flash of light. Any Grimm that had come to examine the scene either fled in fear or they were turned to stone. The only thing that could be seen from the two fighters were their silhouettes in the silver light. Ruby slashes Sabretooth with Crescent Rose at the same time that Sabretooth slashes her with his claws. Ruby's aura breaks at the same time that blood begins to be sprayed from Sabretooth's new wound. The Silver light from Ruby's eyes ceases and the two are left standing. Neither seem to be budging.)

Ruby (inner thoughts): That silver light...what was it? I….ugh! My stomach! It stings! Wha…there's something flowing from it!!!

Sabretooth: You did good kid. Someone like you should'a been an easy kill. I actually had to work t' get'chya. But guess what…

(Ruby looks down to see a scratch in her stomach. It's bleeding a deep red, almost black blood. She drops Crescent Rose and brings her hands over her wound, putting pressure down on it. She bends over in pain. Tears begin to well up in her eyes. Everything begins to get woozy for her.)

Ruby: N-n-no…

(Ruby collapses on her knees and falls to the ground. Sabretooth walks up to her, snickering, and picks her up a bit by her hair and hood. She groans in pain. Sabretooth puts one of his claws up to her exposed neck.)

Sabretooth: I could kill you right now lil' red. Decorate the place with you like I said I would. Hell, your blood would prob'ly look pretty fittin' on one o' them statues you just made with that magic eye shit. I wanna do it. Probably would put you outta pain, wouldn't it? But here's the thing, I just know by the look'a you, the smell'a you, the way you were wantin' to run yer ass back to camp, I can tell that you will be more help to me alive. (Sabretooth lets go of Ruby's hair and hood and picks her up, laying her open wound on his shoulder.) My own camp's not far from here. From what I gather, the average person here is just a bit tougher than the average person back at home. You should be able to tough out the trip. There you'll be taken care of. And I will prob'ly have the pleasure of taking care of anyone who comes lookin' for ya.

(Cut back to the White Fang camp. Magneto is meeting with Mystique in a place relatively secluded.)

Magneto: Something about this Roman Torchwick character doesn't rub me the right way.

Mystique: He obviously doesn't care about this White Fang group's ideals. He has to have some kind of ulterior motive.

Magneto: A motive I trust you will be able to find.

Mystique: Please. When I start looking into something, it's inevitable that I will find something, (Mystique shapeshifts into a generic White Fang member) especially when it involves getting dirt on someone.

(Cut over to Roman and Neo's quarters. There seems to be some kind of red and black aura filling the room.)

Unknown woman's voice: So, they claim to be from another universe?

Roman Torchwick: Well, it was enough to make a telepath brake down in tears. Either what they're saying is real or it's a really believable fluff.

Unknown woman's voice: Interesting. I will have to meet these "mutants" when given the chance. They may be of some use.

Roman Torchwick: Well, this Magneto guy was able to shake the whole base, so yeah, guess you can say that.

Unknown woman's voice: Enough with your quips Roman. It is getting close to time for you to enact our plan.

Roman Torchwick: Yep. When I'm done, Vale'll either be overrun with Grimm or I'll be embedded into the place, ready for the biggest checkmate of the century. (A sudden "whoosh" is heard. Roman looks back to see the flaps of his tent subtlety moving.) That's weird. (To Neo) Neo, you see anything? (Neo shrugs her shoulders.) What do you mean "I don't know?" That's a yes or no question.

(Cut away to Mystique still in her White Fang disguise still listening in on Roman. She is clearly shaken by something.)

Roman Torchwick (from tent): Yeah, maybe it was just a cave breeze. I guess that's what you would call it.

(Cut back to Roman and Neo's tent.)

Roman Torchwick: You sure it wasn't something moving around out there? I find it hard to believe that a "cave breeze" can move much of anythi-- (suddenly, something is thrown against the tent, causing the tent to collapse. Roman and Neo scamper out of the tent. Roman is particularly furious.) WHAT THE HELL!!!

(Roman sees that his tent's assailant just happens to be Sabretooth.)

Sabretooth: Hey Roman, brought ya back somethin' from my stroll. You should prob'ly get that tent o' your's fixed.

Roman Torchwick: Y'know, between the jackass with the dome on his head calling me "the guy from "Clock "Woik" Orange", that blue chick pointin' a gun in my face, and now you wrecking my tent, I'm startin' to think that you Mutants have overstayed your welcome.

Sabretooth: Awww. You ain't even gonna lookit what I got'chya?

Roman Torchwick: Fine. Neo, let's see what the fleabag threw into our tent. (Neo overturns some of the tent. She's surprised at what she finds and pokes at Roman to look at it.)(To Neo) What? Is the dead bird that Fido right here brought in so important that I need to--Jeez...Poor Red. She's a pain in the ass, but damn.

Sabretooth: She was snoopin' 'round not far from here. Had the smell o' some people that'll cause us a bit o' trouble. Might wanna get her to a medic, keep her alive for a might longer. Use 'er as bait.

Roman Torchwick: Y-yeah. I'll do that.

(Cut back to Wolverine and Zwei. They come across where Ruby and Sabretooth fought. Wolverine walks in slowly, taking in the sights of the wreckage left behind by the two fighting and the petrified Grimm statues.)

Wolverine (inner thoughts): What the Hell happened here? (He touches one of the petrified Grimm. The stone begins to fall apart like rotten wood.)

(Zwei begins to bark at Wolverine. Wolverine looks up and sees that Zwei is next to Crescent Rose and a small puddle of blood. Wolverine walks over and examines it all. He sniffs and then picks up Crescent Rose.)

Wolverine: Yup. That's her's alright. (He sniffs again.) And I thought that howl from earlier sounded familiar, 'cuz I'm also smellin' a bit o' Sabretooth around here. (Zwei begins to wine anxiously.) Kid's in big trouble, better start haulin' ass. Might be able to save 'er. (He begins to run, following an small blood trail and a faint scent trail left by Sabretooth and Ruby with Zwei hot on his tail. He also activates a small comm device in his cowl.) Better call the others also. Hopefully my comm device'll still work here.

(Cut back to where the X-men and team RWBY made camp. Cyclops is woken up by his comm device.)

Wolverine (over comm): CYCLOPS! SUMMERS! WAKE YER ASS UP!!!

Cyclops: L-Logan? Why are y-- (He looks over and sees that Ruby and Wolverine were not at camp.) Where are you and Ruby?

Wolverine (over comm): That's exactly what I'm callin' you about. Kid went out at sometime and I think she ran into Sabretooth.

Cyclops: WAIT WHAT!!!

Wolverine (over comm): Trackin' them down now, but knowin' that Sabretooth's prob'ly camped out with the rest o' the Brotherhood, I'm gonna need backup.

Cyclops: We'll be there.

(Cut to the White Fang Base. Most of the White Fang members there are loading up a train that had been abandoned along with the city. Roman has gathered the Brotherhood to fill them in on the plan.)

Roman Torchwick: So some of my guys are going to hold Lil' Red off to the side, far enough where her friends'll have to at least split up to get her. Then again that depends on how expendable Ozpin's goons and your X-men think she is.

(Juggernaut raises his hand like a dopey grade schooler.)

Juggernaut: Uh, hey Clock Woik Orange guy, I gots a question.

Roman Torchwick: Ugh, yeah, what is it dumbass.

Juggernaut: Who's dis Ozpin guy?

Roman Torchwick: Guy who doesn't like my people who has some people of his own. Does that make sense to ya or do I need to slow down a bit?

Avalanche: Well that explained Jack and Shit.

Magneto: The girl will divert the attention of some of the X-men. Charles Xavier was not a believer in acceptable losses. That trait has been passed onto his students.

Roman Torchwick: Great, so we know we'll have some heat taken offa us. And for the ones who do go after us, I'll need you guys to keep 'em busy. At least keep the train running until we make it to Vale.

Sabretooth: You never told us what you were packin' on that train. What's important enough for you wimps to come to this Hell hole in the first place?

Roman Torchwick: Well big, hairy, and nasty to be frank, it's the Grimm.

Mystique: That's strange. The convoy we saved* when first got here said that those things can't be tamed. They also disintegrate when you kill them, so there's nothing you can harvest off of the .

Side bar: *as seen last ish.

Roman Torchwick: That is correct Blue Broad. What we're trying to do is guide the Grimm to Vale so they can cause chaos. Get it in the minds of the people that the White Fang is nothing to be trifled with. That will be made even more evident when you guys come in and wreck shop with your, might I say, insane power.

Magneto: Might I remind you, Roman, that we are not just mere pawns.

Roman Torchwick: Well from what I've seen Mags, can I call you Mags?

Magneto: No.

Roman Torchwick: I'mma call you Mags. From what I've seen, a good amount of your troupe here doesn't have all that much brains.

Pyro: Well, someone's feelin' ballsy.

Roman Torchwick: Not saying all of you don't have smarts, just the observable majority. I, on the other hand, have a bit of a high IQ. Enough to lead all these other bozos. It's why the White Fang higher ups let me lead the majority of the operations over in Vale. So rest your little head Mags. I'm not enslaving you guys, I just happen to be a mastermind damn good at masterminding and I like to flaunt it. Everything'll be ready within the hour. Make sure you're on that train when it starts moving.

(Roman begins to walk away, leaving the Brotherhood to their own devices.)

Mystique: Arrogant prick.

Pyro: I can use that cigarette that he has to create a flame big enough to barbecue him.

Magneto: That won't be necessary Pyro. I have grown quite a disdain for him also, but we need him to get to this city. Some civilization is better than none, and we can find some more like minded individuals. Perhaps more of this White Fang group, more members that are actually Faunus.

Juggernaut: I stills thinks that he's hidin' somethin' from us.

Magneto: He is. Mystique relayed it to me earlier tonight. While in his tent, it seems that Roman was speaking to a peculiar figure via what seemed to be another type of Grimm. A woman with ghost pale skin and veins flowing with the same blackness that makes up the Grimm. Roman is an ally of hers, perhaps even a servant, and both are using the members as the White Fang as pawns. So it seems their pure endeavour has been corrupted by evil. Maybe it was destiny for us to be transported here. To right these wrongs and to give these Faunus the world they deserve before returning to ours to claim it.

(The brotherhood is quiet for a moment, until…)

Juggernaut: I was just gonna say that I was a hundred poicent certain that he was the Clock Woik Orange guy, but your thing works too Mags.

Sabretooth: Juggernaut, c'mon. The joke's old.

Juggernaut: I AIN'T JOKIN'!!!

Magneto: Enough. We must get ready to board the train. Lest we wish to be left behind.

(Cut to a group of four White Fang members guarding Ruby who is tied up and unconscious. Her wound is cleaned and is beginning to heal which is visibly seen because of her aura. All is calm until Zwei pops out from the shadows and begins to bark at them.)

White Fang member 9: Is that a dog?

White Fang member 10: Why's a dog here? I'm pretty sure Adam said we couldn't bring pets along!

White Fang member 11: It's probably a stray.

White Fang member 9: No, it can't be. It has a collar on.

White Fang member 11: Maybe it's owner got ate by Grimm.

White Fang member 12: Will you guys just forget about the dog and focus on guarding the girl?

(Wolverine begins to creep up on the group from the shadows.)

White Fang Member 10: Why? What's she gonna do? She's wounded, unconscious, an' she ain't got no weapon.

White Fang member 12: It's what we were ordered to do and dammit, we're gonna-- (Suddenly, Wolverine jumps out from the shadows and slams the 12th White Fang member's face into the ground with enough force to break his/her's aura and knock him/her out.)

White Fang Member 10: WHAT THE--

White Fang Member 11: It's one o' the girl's friends!

White Fang Member 9: KICK HIS ASS!

(Wolverine pops out the claws between his Knuckles with a "SNIKT".)

Wolverine: I wouldn't try that if I were you bub.

White Fang Member 10: Y'think that flashing yer semblance at us is gonna scare us?

White Fang Member 9: I'm gonna pump you full'a lead!

(The 9th White Fang Member begins to fire his gun. Wolverine dodges the bullets and then cuts the gun into pieces with his claws. The White Fang Member is shocked, this gives Wolverine enough time to slash him twice, breaking his aura, and then dispatching him with a kick to the stomach. The other White Fang Members begin to shoot at him. Wolverine dodges most of the bullets, but one hits him in the shoulder. He grunts in pain, but shrugs it off as his shoulder begins to rapidly regenerate and push out the bullet. Wolverine slashes the 10th White Fang Member twice before stabbing him through the bicep. The White Fang Member screams in pain before Wolverine throws him at the other White Fang Member. That White Fang Member dodges the body and continues to shoot at Wolverine. Wolverine rolls forward and cross slashes the White Fang Member, breaking his aura. He tries to retaliate, but Wolverine slashes upward and cuts his/her face.)

White Fang Member 11: AAAAARGH!!! MY FACE! (He/she falls on the ground and curls up in a fetal position while holding his/her face.)

Wolverine: Told ya you didn't want to try it. Should'a listened.

(Zwei jumps on Ruby and begins to bark and lick her face. Ruby begins to wake up.)

Ruby: Wha--z...Zwei! How did you find m-- Logan?

(Wolverine walks over to Ruby and lays his claws on her restraints.)

Wolverine: Hold still. (His claws cut through Ruby's restraints like butter.) And I think you'll need this. (He hands Ruby Crescent Rose.)

Ruby: Thanks. Where are the others?

Wolverine: They're coming.

(The issue ends with Team RWBY, Oobleck, and the rest of the X-men coming across the entrance of the White Fang base.)

**End of Issue #2**


End file.
